Board Committees

The Board has two committees: the Audit Committee and the Compensation Committee. Reports to the Board of Directors on issues discussed at committee meetings are either in writing or given orally. The work of each committee is performed in accordance with written policies and a work plan stipulated by the Board of Directors. Minutes of committee meetings are provided to all Board members.

Audit Committee

The overall task of the Audit Committee is to ensure fulfilment of the Board of Directors’ supervisory duty in relation to internal control, audit, any internal auditing, risk management, accounting and financial reporting; to prepare matters regarding the procurement of audit and other services provided by the auditor; and to prepare certain accounting and auditing matters to be resolved by the Board.

The Audit Committee must review procedures and routines for the aforementioned areas and monitor the Company’s financial reporting process and the efficiency of the Company’s internal control, any internal audit and the risk management systems, in respect of the financial reporting. The Audit Committee shall submit recommendations and proposals in order to ensure the integrity of the financial reporting and the compliance with generally accepted accounting principles, and continuously discuss the efficiency of the Company’s accounting principles and financial control with the auditors and the management, and consider any recommendations on how to improve the internal control. In addition, the Audit Committee shall monitor the impartiality and independence of the auditor, evaluate the audit work and discuss with the auditor the coordination of the external and internal audit. The Audit Committee shall also assist the Company’s Nomination Committee in preparing nominations for auditor and proposals in respect of audit fees by submitting recommendations to the Nomination Committee.

The Audit Committee shall during the period between two consecutive Annual General Meetings hold at least five meetings, normally in conjunction with ordinary meetings of the Board of Directors. The Audit Committee has three members: Helen Fasth Gillstedt (Chairman), Andreas Näsvik and Lena Olving. The Audit Committee fulfils the requirement in respect of accounting or auditing competence as set forth in the Companies Act.

Compensation Committee

The task of the Compensation Committee is to prepare issues relating to compensation and other employment terms for the CEO and Company’s senior management.

The Compensation Committee proposes guidelines for, among other things, the relationship between fixed and variable compensation and the relationship between performance and compensation, the principal conditions for bonuses and incentive schemes, conditions for non-monetary benefits, pensions, termination and severance pay. The Committee also makes proposals on individual compensation packages for the CEO and other executives in the Company’s senior management. Furthermore, the Compensation Committee shall monitor and evaluate the outcome of variable compensation schemes and the Company’s compliance with remuneration guidelines adopted by the General Meeting.